Risks that can affect Nidec's operating results, stock price, and financial condition include the following.
(1) Risks related to economic downturns
Our products and the end-products are produced and consumed in Asia, the United States, Europe and Japan, mainly in China, and demand for our products may be adversely affected by unexpected economic, political and policy trends in these countries or regions. In particular, our products are often used in end-products that are subject to discretionary spending, such as personal computers, consumer electronic goods and automobiles, and thus a decline in general consumption levels could adversely affect our sales. Similarly, capital investment levels in the manufacturing sector can be particularly sensitive to economic trends, and a decline in capital investment could adversely affect sales of our products that are used in industrial applications. Our business, results of operations and financial position may be materially and adversely affected by negative economic trends in future periods.
(2) Risks related to our expansion of business portfolio to new business areas
While our business has traditionally been centered on motors and their derivative products, equipment and components used in the information technology sector, we are currently expanding our business portfolio into other prospective markets which would give us broader scope for producing technological synergies and new growth opportunities. However, there can be no assurance that we will be able to secure the necessary information, business resources, customer relationships, business expertise and brand recognition in a timely manner. For example, the success of our acquisition and investment activities which is a key factor in our ability to succeed in our business portfolio expansion is constantly subject to uncertainty. In addition, the automotive, appliance, commercial and industrial product markets in which we are endeavoring to expand are subject to various risks such as those stemming from vast supply chains that increase the risk of manufacturing disruptions and labor problems of third parties having an adverse effect on our business and increased compliance costs related to more stringent environmental and safety regulations. Furthermore, our operating profit ratio could be adversely affected if, in the course of our business portfolio expansion, our product mix changes in a manner that increases the proportion of sales related to less profitable products and businesses.
(3) Ongoing significant risk related to hard disk drive market
NIDEC is moving forward with switching the business portfolio to include new business area, and the results of such progress has reduced its traditional dependence on sales for hard disk drive (HDD) motors. However, the HDD motor business has high profitability compared with other businesses, and it is an important business that supports our revenue base, and it still accounts for a significant proportion of our revenue. HDD motor demand is directly affected by the HDD market. Currently HDD faces competition from solid state drives (SSD), and this is one factor lowering demand for HDD motors. HDD is less expensive than SSD, so HDD is used in servers in data centers that store large amounts of data, but devices that traditionally use HDD, in particular PCs, are being replaced with SSD that has high processing speed and low risk of failure. In addition, the price of SSD is decreasing gradually. Therefore, the demand for HDD is expected to decrease in the future. Furthermore, there are only three HDD manufacturers, and holding more than an 80% share of the market, NIDEC supplies HDD motors to all as a key supplier. Therefore, if the purchasing trends of any one of these customers were to suddenly change, NIDEC’s business, results of operations, and financial position could be materially affected.
(4) Risks related to competition
We generally face aggressive competition in the markets in which we conduct business. Particularly in the markets for automotive and appliance components, we often face fierce competition with domestic manufacturers in emerging economies. To maintain our competitiveness in the markets, we believe that we should maintain, or may need to increase, our substantial level of investment in research and development, expand our production, sales and marketing capabilities, enhance services and support, timely develop new products, and further improve our existing products. We will also need to continue our cost reduction efforts in order to maintain our profitability.
Our competitiveness may decline and/or our profitability may be adversely affected if:
・any of our markets develops faster than our expectations due to rapidly increasing demand or otherwise, causing our market share to decline relative to our competitors that are able to better meet increasing demand or otherwise cope with developing markets;
・our cost reduction efforts are insufficient to offset declines in market price levels or increases in raw material costs; br> ・our competitors’ competitive efforts result in technological innovations, improved manufacturing efficiencies or enhanced research and developmental capabilities, rendering our products and technologies obsolete ;
・mergers or consolidations among our competitors result in a relative decline in our competitive position; or
・we are unable to obtain financial, technological, human or other resources necessary to maintain or enhance our investments.
(5) Risks related to our research and development
We engage in continuous research and development activities, including those related to basic technologies, new products, product improvements and manufacturing processes. The markets for our products are characterized by continual and fast-paced technological development, and our customers’ requirements regarding the performance and delivery of our products are expected to continue to heighten. In such markets, our success will depend upon our ability to continue to develop superior technologies, products and processes in a timely manner in order to meet our customers’ needs effectively. If third parties succeed in developing new technologies, products or processes that are more attractive to our customers than ours due to our inability to accurately anticipate the direction of the market, our inability to conduct research and development in an effective or timely manner or otherwise, our products could be rendered obsolete, their sales share shrinks, and they will impede the expansion of new product businesses and markets. Anticipating such shifts accurately and developing appropriate technologies, products and processes in a timely manner present a significant challenge. Determining the direction of our research activities related to basic technologies is particularly difficult, and the risk of our being unable to recoup the costs related to such activities can be significant. If we are unsuccessful in our research and development activities, our business, results of operations and financial position could be materially and adversely affected.
(6) Risks related to quality of our products
We manufacture state-of-the-art motors and other electronic products and, as a result, are exposed to potential warranty and product liability claims arising from alleged or actual defects in our products in the normal course of business. In particular, widespread malfunction of any end-product in which our products are incorporated may lead to consumer dissatisfaction, recalls and lawsuits. In the automotive, appliance, commercial and industrial motors and other parts markets, where we seek to expand our business, strict safety standards are imposed by societal demand, and if we were unable to provide safe and high quality products, such an event could result in an accident involving serious property damage and/or loss of life, a product may become subject to a mandatory recall and so forth. If such malfunction is caused by or attributed or alleged to be attributed to defects in our products, our brand image could be damaged, we may be subject to adverse regulatory action and significant legal claims or drawn into disputes with our customers, and our results of operations may be adversely affected by lost sales or costs associated with recalls. In addition, significant financial and human resources may be incurred, and management’s attention may be diverted, if we are required to defend ourselves against legal claims.
We generally maintain insurance against product liability claims, but our insurance coverage may not be adequate for any potential liability ultimately incurred. In addition, insurance could become unavailable in the future on terms acceptable to us. A successful claim that exceeds our available insurance coverage or a significant product recall could have a material adverse impact on our business, results of operations and financial position.
(7) Risks related to procurement of raw materials or components
We rely on third party suppliers for raw materials, components and unit assemblies used in our manufacturing processes. Our
production capacity will be limited if one or more of these materials or components become unavailable or available only in reduced
quantities or at increased prices.
Furthermore, a country’s governmental policy changes relating to specific raw materials or conditions of use of components, etc. may place constraints on NIDEC’s capacity to procure raw materials or components. If our ability to procure raw materials or components is constrained by various factors, we would invest in product design and development to enable us to reduce our usage of the raw material or component in question and/or secure suppliers of alternative materials. However, in the event of prolonged quantitative shortages of, or qualitative deficiencies in, materials or components, we may experience production delays that could adversely affect our business, operating results and financial position.
(8) Risks related to our operations in overseas countries
A substantial portion of NIDEC’s manufacturing and marketing activity is conducted in the United States, Europe and in other
region, such as China. There are a number of risks in doing business in such overseas markets, including the following:
・economic slowdown or downturn in the relevant industries in foreign markets;
・international currency fluctuations;
・general strikes or other disruptions in working conditions;
・labor shortages and labor cost increases, especially in China and Thailand;
・changes in trade restrictions and tariffs;
・difficulties associated with staffing and managing international operations;
・generally longer receivables collection periods;
・unexpected changes in or imposition of new legislative or regulatory requirements;正
・relatively limited protection for intellectual property rights in some countries
・potentially adverse taxes;
・cultural and trade differences;
・additional cost of products exported overseas, including tariffs, shipping costs, and other duties and impositions, which may make our products less price competitive, and
・significant time and capital required for expanding overseas businesses before achieving a return on capital.
(9) Risks related to quarter-to-quarter comparisons of our operating results
We have experienced, and expect to continue to experience, fluctuations in sales and results of operations from one quarter to
the next. As a result, we believe that quarter-to-quarter comparisons of our results of operations are not necessarily meaningful, and that such comparisons cannot be relied upon as indicators of future performance. Our results of operations may be subject to significant quarterly fluctuations as a result of the various factors, including:。
・fluctuations in product demand as a result of the cyclical and seasonal nature of the markets in which our products are sold and used, including the information storage and communication, appliance, commercial and industrial products markets;
・translation effect of exchange rate fluctuations on the results of our overseas subsidiaries and monetary assets and liabilities denominated in foreign currencies;
・the availability and extent of utilization of our manufacturing capacity;
・changes in our product, customer or competitor mix, which can occur on short notice;
・cancellation or rescheduling of significant orders, which can occur on short notice;
・deferrals of customer orders for our new products and strategic products; and
・ability on short notice to procure components and raw materials, particularly with respect to limited suppliers, and variability of such prices.
(10) Risks related to prior investments for anticipated customer demand
We typically plan our production and inventory levels based on customers’ advance orders, commitments or forecasts, as well
as our internal assessment and forecasts of customer demand, which are highly unpredictable and can fluctuate substantially,
especially if competition becomes more intense or the demand is reduced due to seasonality or other factors. In order to secure
sufficient production scale and productivity, we may make capital investments to expand our manufacturing capabilities in advance of
anticipated customer demand. For example, we plan to make additional capital investments particularly in emerging economic
regions. If our manufacturing capabilities significantly exceed demand, an increase in amortization burden due to operating loss or a
devaluation of inventories due to overstock may adversely affect our business, results of operations and financial position. On the
other hand, if we underestimate our customers’ needs and fail to make the necessary capital investments, we may lose market share
due to our inability to meet customers’ demands
In addition, in anticipation of long lead times to obtain inventory and materials from our suppliers, we may also from time to time order materials in advance of anticipated customer demand. This advance investment and ordering may result in excess inventory levels, resulting in unanticipated inventory write-downs if expected orders fail to materialize
In addition, as we have only limited leeway to reduce operating expenses in response to any rapid decline in demand, if net sales fall below projection due to a decrease in demand, it may adversely affect our overall business results.
(11) Risks related to M&A
We have achieved much of our growth by acquiring and otherwise investing in other companies that have provided us with complementary technologies, product lines, marketing and sales networks, and customer base. The continued success of our acquisition and investment activities constitutes a key factor in achieving our current business strategy. To the extent that we are unable to make successful acquisitions or investments, we may not be able to continue to expand our product range, marketing or sales networks or customer base, and our growth rates could be adversely affected. Critical to the success of our acquisitions is the ordered and efficient integration of acquired businesses into our organization. Our acquisitions may not generate the operational and financial returns we expect. The success of our future acquisitions will depend upon factors such as:
• our ability to manufacture and sell the products of the businesses acquired and to integrate the technologies of the acquired businesses with our own to develop new products; • continued demand for such products by our customers;
• our ability to integrate the acquired businesses’ operations, products and personnel; • our ability to retain key personnel of the acquired businesses;
• our ability to extend our financial and management controls as well as our reporting and compliance systems and procedures to acquired businesses;
• accuracy of various due diligence analyses; and
• our preliminary survey’s ability to detect those liabilities of the acquiree that could negatively affect NIDEC.
Our new and additional investments in other companies are subject to other uncertainties that may have a material adverse impact on our business. For example, the fair value of our investments in other companies may be impaired if their business results deteriorate. Changes in economic policies of local governments, laws and regulations, and accounting rules applicable to companies in which we invest may also have a significant adverse effect on our financial results. In addition, in cases where we have a noncontrolling interest in an investee, we typically cannot control the operations and the assets of the investee or make major decisions without the consent of other shareholders or participants, or at all, unless we acquire a controlling interest by increasing our shareholding interest. Failure to succeed in acquisitions or investments, or an inability to find suitable acquisition or investment targets, could have a material adverse effect on our business, results of operations and financial position.
(12) Risks related to our growth increasing burdens on management and our resources
Our future success depends to a large extent on our ability to integrate and manage our group of companies as we seek to
continue expanding our business and operations organically or through acquisitions of or investments in businesses in accordance with
our growth strategy. As we pursue our growth strategy, we may face increasing burdens on management and our resources and, as a
result, fail to timely and appropriately enhance our group-wide administrative, operational, information technology, and financial and
compliance management systems.
If we face a burden that is larger than anticipated, we may not be able to sufficiently enhance the management system, which may have an adverse impact on our business, results of operations and financial position.
(13) Risks related to our dependence on our Representative Director and Chairman, Shigenobu Nagamori
Our continued success had depended to a significant extent on the efforts and abilities of our founder and current Representative Director, Chairman and Chief Executive Officer, Shigenobu Nagamori. On the other hand, with the aim of transforming the founder-dependent system, NIDEC’s management team headed by Hiroyuki Yoshimoto, our Representative Director, President and Chief Operating Officer will improve organizational coordination and formulate and execute group business strategies. However, in the event of Nagamori’s sudden departure, his absence may adversely affect our business, operating results and financial position.
(14) Risks related to recruiting and retaining highly skilled personnel
Our business depends on the continued employment of our senior management, engineers and other technical personnel, many of whom would be extremely difficult to replace. To maintain our current market position and support future growth, we will need to hire, train, integrate and retain significant numbers of additional highly skilled human resources. The competition is intense worldwide for recruiting such personnel, and we and our affiliates may be unable to attract and retain such additional personnel.
(15) Risks related to compliance with various laws and regulations
We conduct our business subject to ongoing regulation and associated regulatory compliance risks, including the effects of
changes in laws, regulations, policies, voluntary codes of practice, accounting standards and interpretations and application errors in
Japan and other countries in which we conduct our business. As we expand the range of our products and the geographical scope of
our business, we will be exposed to risks that are unique to particular industries, markets or jurisdictions. Our compliance risk
management systems and programs may not be fully effective in preventing all violations of laws, regulations and rules.
Our business activities are subject to a wide range of environmental laws and regulations in Japan, Asia, North America, Europe and other areas. These laws and regulations include those relating to discharge of chemicals into the air and water, management, treatment and disposal of hazardous substances and wastes, product recycling, prevention of global warming and the obligation to investigate and remediate soil and groundwater contamination
Many of our operations require environmental permits, the terms of which may impose limits on our manufacturing activities and require the incurrence of costs to achieve compliance and which may be subject to modification, renewal and revocation by the issuing authorities. Moreover, if these laws, regulations and permits become more stringent in the future, the amount of capital expenditures and other expenses which may be required to complete remedial actions and to continue to comply with applicable environmental laws, regulations and permits could increase and be significant, which would materially and adversely affect our business, results of operations and financial position.
Our business activities are also subject to various other governmental regulations, both local and international, including antitrust, anti-bribery, anti-terrorism, intellectual property, consumer protection, taxation, export regulations, tariffs, foreign trade and exchange controls. Because we have a leading market share globally for small precision motors, any regulatory development or measure that affects sales or manufacturing of small precision motors in particular could materially and adversely affect our business, results of operations and financial position. Moreover, as we expand our operations into new products and geographical markets, we may be required to further enhance our compliance policies and procedures. Because we are listed on the Tokyo Stock Exchange, we are required to comply with the appropriateness of financial reporting under the application of the Financial Instruments and Exchange Act of Japan and other laws and regulations. We are continuing to expand our business as our business grows, and we need to strengthen our compliance system regarding the appropriateness of financial reporting. Our failure or inability to comply fully with applicable laws, regulations, standards and rules could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorization to operate, adversely affecting our business.
In addition, future changes in laws, regulations, rules, policies, voluntary codes of practice, accounting standards, fiscal or other policies and their effects are difficult to predict, and additional financial, administrative and human resources may be required to put in place new compliance systems.
(16) Risks related to internal controls over financial reporting
As a public company, we are subject to the requirements regarding internal controls over financial reporting under the
Financial Instruments and Exchange Act of Japan, and it is essential for us to have effective internal controls, corporate compliance
functions and accounting systems to manage our assets and operations.
Designing and implementing an internal control system requires significant management, human and other resources. Once we identify any significant deficiencies or material weaknesses in our internal control systems, we may require additional resources and incur additional costs to remediate such deficiencies or weaknesses. We are continuously reviewing to strengthen the global internal control system..
However, if management determines that our internal control over financial reporting is not effective for any period or deviates from internal control, we may be unable to timely file financial reports or such internal control may interrupt stakeholders and management’s effective decision making, and as a result, our market perception could be negatively affected. Depending on the severity of, and causes and other factors relating to, a material weakness in internal control over financial reporting, we could be subject to liabilities or sanctions of applicable laws and regulations. In addition, we could be restricted in our ability to access financial markets for capital raising.
(17) Risks related to intellectual property
Our business is dependent on our ability to protect the proprietary rights to our technologies and products and other intellectual property, which we seek to protect through patent, trademark, copyright and other legal protection afforded to intellectual property rights as well as contractual provisions and our internal information control system. Despite these efforts, we face the following risks:
• we could incur substantial costs in defending against claims of infringement of the intellectual property of others, and such claims could result in damage awards against us, orders to pay for the use of previously unrecognized third-party intellectual property or injunctions preventing us from continuing aspects of our business, which could in turn have a material adverse effect on our business, results of operations and financial position;
• our protective measures may not be adequate to protect our proprietary rights;
• other parties, including competitors with substantially greater resources, may independently develop or otherwise acquire equivalent or superior technology, and we may be required to pay royalties to license the intellectual property of those parties;
• patents may not be issued pursuant to our current or future patent applications, and patents issued pursuant to such applications, or any patents we own or have licenses to use, may be invalidated, circumvented or challenged;
• the rights granted under any such patents may not provide competitive advantages to us or adequately safeguard and maintain our technology;
• we could incur substantial costs in seeking enforcement of our patents against infringement or the unauthorized use of our trade secrets, proprietary know-how or other intellectual property by others; and • the laws of foreign countries in which our products are manufactured and sold may not protect our products and intellectual property rights to the same extent as the laws of Japan, and such laws may not be enforced in an effective manner.
(18) Risks related to leaks of confidential information
In the normal course of business, we possess personal and other confidential information on our customers, other companies and other third parties with whom we do business as well as personal information of our employees. Although we have security measures in place to protect such information, we may be subject to liability or regulatory action if any of such information is leaked due to human or technical error, unauthorized access, other illegal conduct or otherwise. Failure to protect confidential information could also lead to a loss of our competitive advantage and customer and market confidence in us, adversely affecting our business, results of operations and financial position. Moreover, societal trust in our sales activities, systems and brand image will be lowered
(19) Risks related to our pension plans
Some companies of the NIDEC Group adopt both a defined benefit pension plan and a defined contribution pension plan for their employees who fulfill certain requirements. We may incur losses if the fair value of our pension plans’ assets declines, if the rate of return on our pension assets declines, or if there is a change in the actuarial assumptions on which the calculations of the projected benefit obligations are based. We may also experience unrecognized service costs in the future due to amendments to existing pension plans. Moreover, fluctuation in interest rates, changes to the environment surrounding NIDEC and other factors may adversely affect the amount of unfunded pension obligations, among other factors. In addition, the assumptions used in the computation of future pension expenses may not remain constant.
(20) Risks related to impairment of our goodwill and tangible assets
We have significant goodwill and tangible assets, including property, plant and equipment. In connection with any acquisition we make in the future, we may record additional goodwill depending on the terms of the acquisition. According to declines in the profitability of our assets, we may be required to record an impairment loss. Any significant amount of such impairment losses will adversely affect our results of operations and financial position.
(21) Risks related to recoverability of deferred tax assets
We must assess the likelihood that our deferred tax assets will be recovered from future taxable profit and to the extent we believe that recovery is not likely, we are required to reduce our deferred tax assets. In the event of a deterioration in market conditions or results of operations in which we determine that there is additional uncertainty regarding realization of all or part of our net deferred tax assets, the resulting adjustment to our deferred tax assets would decrease our profit during the period in which such determination is made.
(22) Risks related to fluctuations of foreign currency exchange rates
A significant portion of our overseas sales is denominated in currencies other than the Japanese yen, primarily the U.S. dollar,
Euro, the Chinese yuan and Thai baht. As a result, the appreciation of the Japanese yen against the U.S. dollar, Euro and other
currencies will generally have a negative effect on our sales, operating profit and profit. In order to mitigate against this risk, in recent
years we have been attempting to offset a portion of our foreign currency revenue by matching the currency of revenue with the
currency of expense. For example, if revenue for a particular product is in U.S. dollars, we attempt to purchase the supplies and
resources used to produce that product in U.S. dollars. Nevertheless, we remain exposed to the effects of foreign exchange
We may also experience significant effects from foreign currency exchange rate fluctuations when the results of operations of subsidiaries operating in currencies other than the yen are consolidated into our financial statements, which are reported in Japanese yen.
(23) Risks related to fluctuations of interest rates
We have long-term receivables and interest-bearing liabilities with fixed and variable interest rates, and we may enter into interest rate swaps and other contracts in order to prevent risks related to the fluctuation of such interest rates and to increases or decreases in cash flows. To the extent that their effects are not hedged, we are exposed to interest rate fluctuation risks which may affect our interest expenses, interest income and the value of our financial assets and liabilities.
(24) Risks related to our liquidity of funds
We rely on borrowings from financial institutions and direct equity financing from financial markets to finance our operations, capital expenditures and acquisitions of other companies. If, due to changes in financial market conditions or other factors, financial institutions reduce the amounts of their lending, credit lines, or terms of lending to us, and if we are unable to find alternative financing sources on equally or more favorable terms, our business may be materially adversely affected. In addition, if there is a significant downgrade of our credit ratings by one or more credit rating agencies as a result of any deterioration of our financial position or if investor demand significantly decreases due to economic downturns or otherwise, we may not be able to access funds when we need them on acceptable terms, our access to capital markets may become more restricted, or the cost of financing our operations through indebtedness may significantly increase. This could adversely affect our business, results of operations and financial position.
(25) Risks related to contingencies
Natural disasters, fires, public health issues, armed hostilities, terrorism and other incidents, whether in Japan or any other
country in which we or our suppliers operate, could bring about political or economic instability and cause damage to us, our suppliers
or customers. For example, a large-scale natural disaster that causes massive damage to infrastructure and power outages, or a
contagious disease pandemic could adversely affect our operations by rendering our employees unable to work, reducing orders from
customers or disrupting our suppliers’ operations. If any such disaster occurs in any region in which any of our major customers or
production or development bases are concentrated, such as Thailand or China, or in Japan where our headquarters and key research
and development facilities are located, the adverse effect on our results of operations and financial condition could be particularly
pronounced. Our network and information systems are important for normal operations, but such systems are vulnerable to shutdowns
caused by unforeseen events such as power outages or natural disasters or terrorism, hardware or software defects, or computer viruses
and computer hacking. Any such events, over which we have little or no control, could significantly hinder our production activities
and our sales activities, delay the delivery of products, and make it difficult for us to obtain materials and components from suppliers,
and also require large expenditures to repair or replace our facilities
We maintain third-party insurance coverage for various types of property, casualty and other risks. The types and amounts of insurance that we obtain are determined based on the usefulness of the insurance, its cost, and the scope of compensation from selfinsurance. Our insurance policies are subject to deductibles, policy limits and exclusions that result in our retention of a level of risk on a self-insured basis. While we believe our insurance coverage is comparable to the coverage maintained by similar companies in our industry, losses not covered by insurance could be significant, adversely affecting our business, results of operations and financial position.
(26) Risks related to sudden decline in our stock price
The issued shares of our ordinary shares can be bought and sold on the Tokyo Stock Exchange. Sales of a substantial amount of our ordinary shares in the public market by a large shareholder, or the perception that such sales may occur, could cause the market price of our ordinary shares to decline. This could also impair our ability to raise additional capital through the issuance or sale of our securities. Also, in the future, we may issue or sell securities to raise cash for additional capital expenditures, working capital, research and development or acquisitions. We may also pay for additional shares of subsidiaries or affiliated companies by cash or our ordinary shares. We may also issue securities convertible into our ordinary shares. Any of these events may dilute the ownership interest in us and have an adverse impact on the price of our ordinary shares.
(27) Risks for foreign investors
1) Japan’s unit share system imposes restrictions in holdings of our common stock that do not constitute whole units
Our Articles of Incorporation provide that 100 shares of our stock constitute one “unit”. The Companies Act of Japan imposes
significant restrictions and limitations on holdings of shares that constitute less than a whole unit. Holders of shares constituting less
than a unit do not have the right to vote. A shareholder who owns shares representing less than one unit will not be able to exercise
any rights relating to voting rights, such as the right to participate in a demand for the resignation of a director, the right to participate
in a demand for the convocation of a general meeting of shareholders and the right to join with other shareholders to propose an
agenda item to be addressed at a general meeting of shareholders. Under the unit share system, holders of shares constituting less than
a unit have the right to require us to purchase their shares. However, holders of the American Depositary Shares (“ADSs”) that
represent other than multiples of whole units cannot withdraw the underlying shares representing less than one unit and, therefore,
they will be unable to exercise the right to require us to purchase the underlying shares. As a result, holders of ADSs representing
shares in lots of less than one unit may not have access to the Japanese markets to sell their shares through the withdrawal mechanism.
2) Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions Our Articles of Incorporation, Regulations of the Board of Directors, Share Trading Regulations and the other related regulations, as well as the Companies Act govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from those that would apply if we were a non-Japanese company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions within the United States. Shareholders may have more difficulty in asserting their rights as a shareholder than they would as a shareholder of a corporation organized in another jurisdiction. In addition, Japanese courts may not be willing to enforce liabilities against us in actions brought in Japan that are based upon the securities laws of the United States or any U.S. state.
3) A holder of our ADSs will have fewer rights than a shareholder has and will need to act through the depositary to exercise those rights The rights of the shareholders under Japanese law to take actions, including voting their shares, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to holders of record. Because the depositary, through its custodian agent, is the record holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying ADSs as instructed by the ADS holder and will pay to ADS holders the dividends and distributions collected from us. However, as an ADS holder, shareholders will not be able to bring a derivative action, examine our accounting books and records or exercise appraisal rights in their capacity as ADS holder.
4) Because of daily price range limitations under Japanese stock exchange rules, shareholders may not be able to sell their shares of our common stock at a particular price on any particular trading day, or at all Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell his or her shares at such price on a particular trading day, or at all.
5) Foreign exchange fluctuations may affect the dollar value of our ADSs and dividends payable to holders of our ADSs Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of the yen declines against the U.S. dollar.
6) It may not be possible for investors to effect service of process within the United States upon us or our members of the Board of Directors or members of the Audit and Supervisory Board or to enforce against us or these persons judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States We are a limited liability, joint-stock corporation incorporated under the laws of Japan. Most of our members of the Board of Directors or members of the Audit and Supervisory Board reside in Japan. A substantial portion of our assets and all or substantially all of the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for investors to effect service of process within the United States upon us or these persons or to enforce against us or these persons judgment obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Japan, in original actions for enforcement of judgments of United States courts, of liabilities predicated solely upon the federal securities laws of the United States.